What changed in this filing

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Item 1. Financial Statements

2025-08-13 compared with 2025-05-15 · 235 added, 195 removed, 756 unchanged (36% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, 2025

June 30, 2025

December 31, 2024

4 unchanged sentences

250,000 250,000

Accounts receivable, net of allowance for credit losses of $ 280,000 and $ 265,000 at March 31, 2025 and at December 31, 2024

Accounts receivable, net of allowance for credit losses of $ 380,000 and $ 265,000 at June 30, 2025 and at December 31, 2024

9,576,000 11,610,000

29 unchanged sentences

898,000 1,320,000

Asset retirement obligations, related party (includes $ 250,000 and $ 250,000 non-related party at March 31, 2025 and December 31, 2024)

Asset retirement obligations, related party (includes $ 250,000 and $ 250,000 non-related party at June 30, 2025 and December 31, 2024)

1,200,000 1,200,000

17 unchanged sentences

Common stock, no par value ( 10,000,000 authorized shares;

Issued and outstanding shares - 6,450,000 at March 31, 2025 and 6,420,000 at December 31, 2024)

Issued and outstanding shares - 6,480,000 at June 30, 2025 and 6,420,000 at December 31, 2024)

10,763,000 10,763,000

14 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Rental revenue from medical equipment leasing

18 unchanged sentences

428,000 385,000 861,000 734,000

Loss on write down of impaired assets and associated removal costs, net

- 188,000 - 188,000

Operating loss

( 544,000 ) ( 1,000 ) ( 1,843,000 ) ( 86,000 )

Bargain purchase gain RI Acquisition, net of deferred income taxes of $ 1,226,000

- 3,679,000 - 3,679,000

Interest and other income, net

6 unchanged sentences

( 478,000 ) 3,768,000 ( 1,390,000 ) 3,833,000

net loss attributable to non-controlling interests

net loss (income) attributable to non-controlling interests

198,000 ( 166,000 ) 485,000 ( 112,000 )

13 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2025 AND 2024

FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2025 AND 2024

Common Shares Common Stock Additional Paid-in Capital Retained Earnings

15 unchanged sentences

6,330,000 10,763,000 8,330,000 3,748,000 22,841,000 3,544,000 26,385,000

Stock-based compensation expense

- - 99,000 - 99,000 - 99,000

Vested restricted stock awards

30,000 - - - - - -

RI Acquisition non-controlling interests

- - - - - 2,100,000 2,100,000

- - - 3,602,000 3,602,000 166,000 3,768,000

Balances at June 30, 2024

6,360,000 $ 10,763,000 $ 8,429,000 $ 7,350,000 $ 26,542,000 $ 5,810,000 $ 32,352,000

Balances at January 1, 2025

9 unchanged sentences

6,450,000 10,763,000 8,694,000 5,190,000 24,647,000 4,565,000 29,212,000

Stock-based compensation expense

- - 114,000 - 114,000 - 114,000

Vested restricted stock awards

30,000 - - - - - -

- - - ( 280,000 ) ( 280,000 ) ( 198,000 ) ( 478,000 )

Balances at June 30, 2025

6,480,000 $ 10,763,000 $ 8,808,000 $ 4,910,000 $ 24,481,000 $ 4,367,000 $ 28,848,000

See accompanying notes

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,

Six Months Ended June 30,

Operating activities:

4 unchanged sentences

2,957,000 2,857,000

Loss on write down of impaired assets and associated removal costs, net

Accretion of debt issuance costs

79,000 58,000

Bargain purchase gain RI Acquisition, net of deferred income taxes

- ( 3,679,000 )

Non cash lease expense

13 unchanged sentences

Income taxes payable

- ( 1,229,000 )

Lease liabilities

3 unchanged sentences

Investing activities:

Cash received in excess of cash paid for the RI Acquisition

Payment for purchases of property and equipment

25 unchanged sentences

$ 306,000 $ 1,339,000

Schedule of noncash investing and financing activities

Schedule of non-cash investing and financing activities

Equipment included in accounts payable and accrued liabilities

$ 800,000 $ 524,000

Non-controlling interest RI Acquisition

$ - $ 2,100,000

Right of use assets and lease liabilities

2 unchanged sentences

$ 2,071,000 $ -

Changes to asset removal obligations, net

$ - $ 688,000

Detail of cash, cash equivalents and restricted cash at end of period

9 unchanged sentences

Basis of Presentation

In the opinion of the management of American Shared Hospital Services (“ASHS”), the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary for the fair presentation of ASHS consolidated financial position as of March 31, 2025 , the results of its operations for the three -month periods ended March 31, 2025 and 2024 , and the cash flows for the three -month periods ended March 31, 2025 and 2024 .

The results of operations for the three -month periods ended March 31, 2025 are not necessarily indicative of results on an annualized basis.

In the opinion of the management of American Shared Hospital Services (“ASHS”), the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary for the fair presentation of ASHS consolidated financial position as of June 30, 2025 , the results of its operations for the three and six -month periods ended June 30, 2025 and 2024 , and the cash flows for the six -month periods ended June 30, 2025 and 2024 .

The results of operations for the three and six -month periods ended June 30, 2025 are not necessarily indicative of results on an annualized basis.

Consolidated balance sheet amounts as of December 31, 2024 have been derived from the audited consolidated financial statements.

12 unchanged sentences

The Company (through ASRS) and Elekta AB (“Elekta”), the manufacturer of the Gamma Knife (through its wholly-owned United States subsidiary, GKV Investments, Inc.), entered into an operating agreement and formed GKF.

As of March 31, 2025 , GKF provides Gamma Knife units to eight medical centers in the United States in the states of Florida, Illinois, Indiana, Mississippi, New Mexico, New York, Oregon, and Texas.

As of June 30, 2025 , GKF provides Gamma Knife units to seven medical centers in the United States in the states of Illinois, Indiana, Mississippi, New Mexico, New York, Oregon, and Texas.

GKF also owns and operates two single-unit Gamma Knife facilities in Lima, Peru and Guayaquil, Ecuador.

24 unchanged sentences

February 5, 2025.

At closing the parties entered into other agreements related to the transaction, including with respect to the grant of certain easements and restrictive covenants imposed on the sellers.

The Company formed the subsidiaries Puebla, GKPeru, ASHS-Mexico, and acquired GKCE for the purposes of expanding its business internationally;

11 unchanged sentences

ASU 2023 - 09 is effective for annual periods beginning after December 15, 2024, and interim reporting periods beginning after December 15, 2025.

The Company is currently evaluating ASU 2023 - 09 to determine the impact it may have on its disclosures to the consolidated financial statements.

The Company adopted ASU 2023 - 09 effective January 1, 2025.

The adoption of ASU 2023 - 09 will modify the Company’s disclosures but will not have an impact on our financial position or results of operations.

In November 2024, the FASB issued ASU 2024 - 03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (“ASU 2024 - 03” ) which requires entities to 1.

6 unchanged sentences

The Company is currently evaluating ASU 2024 - 03 to determine the impact it may have on its consolidated financial statements.

In July 2025, the FASB issued ASU 2025 - 05 Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025 - 05” ) which provides ( 1 ) all entities with a practical expedient and ( 2 ) entities other than public business entities, with an accounting policy election when estimating credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606.

ASU 2025 - 05 is effective for annual reporting periods beginning after December 15, 2025 and interim reporting periods within those annual reporting periods.

Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance.

The Company is currently evaluating ASU 2025 - 05 to determine the impact it may have on its consolidated financial statements.

Revenue recognition - The Company recognizes revenues under Accounting Standards Codification (“ASC”) 842 Leases (“ASC 842” ) and ASC 606 Revenue from Contracts with Customers (“ASC 606” ).

9 unchanged sentences

The operating costs are recorded as other direct operating costs in the condensed consolidated statements of operations.

For the three -month periods ended March 31, 2025 and 2024 , the Company recognized leasing revenue of approximately $ 2,991,000 and $ 4,253,000 of which approximately $ 1,642,000 and $ 2,649,000 were for PBRT services, respectively.

For the three and six -month periods ended June 30, 2025 , the Company recognized leasing revenue of approximately $ 3,571,000 and $ 6,562,000 compared to $ 3,899,000 and $ 8,152,000 for the same periods in the prior year, respectively.

For the three and six -month periods ended June 30, 2025 , $ 1,921,000 and $ 3,563,000 of the ASC 842 revenues were for PBRT services compared to $ 2,420,000 and $ 5,069,000 , respectively.

Direct patient services income – The Company has stand-alone facilities in Lima, Peru, Guayaquil, Ecuador, and Puebla, Mexico where contracts exist between the Company’s facilities and the individual patients treated at the facility.

15 unchanged sentences

The Company also concluded the three facilities are part of its direct patient services segment, see further discussion below.

Accounts receivable balances under ASC 606 at March 31, 2025 and January 1, 2025 were $ 6,120,000 and $ 6,073,000 , respectively.

Accounts receivable balances under ASC 606 at March 31, 2024 and January 1, 2024 were $ 1,882,000 and $ 1,626,000 , respectively.

For the three -month periods ended March 31, 2025 and 2024 , the Company recognized direct patient services revenues of approximately $ 3,121,000 and $ 963,000 , respectively.

Accounts receivable balances under ASC 606 at June 30, 2025 and January 1, 2025 were $ 6,657,000 and $ 6,073,000 , respectively.

Accounts receivable balances under ASC 606 at June 30, 2024 and January 1, 2024 were $ 4,558,000 and $ 1,626,000 , respectively.

For the three and six -month periods ended June 30, 2025 , the Company recognized direct patient services revenues of approximately $ 3,500,000 and $ 6,621,000 compared to $ 3,157,000 and $ 4,120,000 for the same periods in the prior year, respectively.

Business Combinations - Business combinations are accounted for under ASC 805 Business Combinations (“ASC 805” ) using the acquisition method of accounting.

5 unchanged sentences

Business segment information - Based on the guidance provided in accordance with ASC 280 Segment Reporting (“ASC 280” ), the Company analyzed its subsidiaries which are all in the business of providing radiosurgery and radiation therapy services, either through leasing to healthcare providers or directly to patients, and concluded there are two reportable segments, leasing and direct patient services.

As of March 31, 2025 , the Company provided Gamma Knife and PBRT equipment to nine hospitals in the United States, which constitutes the leasing segment.

As of March 31, 2025 , the Company owns and operates two single-unit Gamma Knife facilities in Lima, Peru and Guayaquil, Ecuador, one single-unit radiation therapy facility in Puebla, Mexico, and following the RI Acquisition on May 7, 2024, the Company also owns a majority interest in and operates, three single-unit radiation therapy facilities in Rhode Island, which collectively constitute the direct patient services segment.

As of June 30, 2025 , the Company provided Gamma Knife and PBRT equipment to eight hospitals in the United States, which constitutes the leasing segment.

As of June 30, 2025 , the Company owns and operates two single-unit Gamma Knife facilities in Lima, Peru and Guayaquil, Ecuador, one single-unit radiation therapy facility in Puebla, Mexico, and following the RI Acquisition on May 7, 2024, the Company also owns a majority interest in and operates, three single-unit radiation therapy facilities in Rhode Island, which collectively constitute the direct patient services segment.

An operating segment is defined by ASC 280 as a component of an entity that engages in business activities in which it may recognize revenues and incur expenses, that has operating results that are regularly reviewed by the Company’s Chief Operating Decision Maker (“CODM”), and for which its discrete financial information is available.

1 unchanged sentence

The operating results of the two reportable segments are reviewed by the Company’s Chief Executive Officer, who is also the CODM.

For the periods ended March 31, 2025 and 2024 , the Company’s PBRT operations represented a significant majority of the net (loss) income attributable to American Shared Hospital Services from the leasing segment, disclosed below.

The revenues, depreciation, interest expense, interest income, tax expense, net (loss) income attributable to American Shared Hospital Services, and total assets for the Company’s two reportable segments as of March 31, 2025 and 2024 consist of the following:

Three Months Ended March 31,

For the periods ended June 30, 2025 and 2024 , the Company’s PBRT operations represented a majority of the net (loss) income attributable to American Shared Hospital Services from the leasing segment, disclosed below.

Three Months Ended June 30,

Six Months Ended June 30,

$ 3,571,000 $ 3,899,000 $ 6,562,000 $ 8,152,000

16 unchanged sentences

11,000 - 27,000 -

$ 48,000 $ 77,000 $ 122,000 $ 189,000

Income tax (benefit) expense

18 unchanged sentences

As of December 31, 2024, the Company reduced its estimate of salvage value for all remaining domestic Gamma Knife units to $ 0 .

The net effect of the change in estimate, for the three -month period ended March 31, 2025 , was a decrease in net income of approximately $ 83,000 or $ 0.01 per diluted share.

This change in estimate will be $ 10,000 , or $ 0.00 per share in future periods, following the expiration of one customer contract.

The net effect of the change in estimate, for the three and six -month periods ended June 30, 2025 , was a decrease in net income of approximately $ 10,000 or $ 0.00 per diluted share and $ 93,000 or $ 0.01 per diluted share, respectively.

This change in estimate will be $ 10,000 , or $ 0.00 per share in future periods, following the expiration of one customer contract in the first quarter of 2025.

Depreciation for PBRT equipment is determined using the modified units of production method, which is a function of both time and usage of the equipment.

1 unchanged sentence

The estimated useful life of the PBRT unit is consistent with the estimated economic life of 20 years.

The following table summarizes property and equipment as of March 31, 2025 and December 31, 2024 :

The following table summarizes property and equipment as of June 30, 2025 and December 31, 2024 :

Medical equipment and facilities

11 unchanged sentences

$ 7,857,000 $ 6,104,000

Depreciation expense recorded in costs of revenue and selling and administrative expense in the condensed consolidated statements of operations for the three -month periods ended March 31, 2025 and 2024 is as follows:

Three Months Ended March 31,

Depreciation expense recorded in costs of revenue and selling and administrative expense in the condensed consolidated statements of operations for the three and six -month periods ended June 30, 2025 and 2024 is as follows:

Three Months Ended June 30,

Six Months Ended June 30,

Depreciation expense

7 unchanged sentences

The third loan facility provides for a $ 7,000,000 revolving line of credit (the “Revolving Line”) available for future projects and general corporate purposes.

The Company borrowed $ 2,000,000 on the Revolving Line as of March 31, 2025 .

The facilities have a five -year maturity and carry a floating interest based on the Secured Overnight Financing Rate (“SOFR”) plus 3.0 % ( 7.49 % as of March 31, 2025) and are secured by a lien on substantially all of the assets of the Loan Parties and guaranteed by ASHS.

The Company borrowed $ 5,000,000 on the Revolving Line as of June 30, 2025 , which was repaid in July 2025.

The facilities have a five -year maturity, which mature on April 9, 2026, and carry a floating interest rate based on the Secured Overnight Financing Rate (“SOFR”) plus 3.0 % ( 7.49 % as of June 30, 2025 ) and are secured by a lien on substantially all of the assets of the Loan Parties and guaranteed by ASHS.

On January 25, 2024 ( the “First Amendment Effective Date”), the Company and Fifth Third entered into a First Amendment to Credit Agreement (the “First Amendment”), which amended the Credit Agreement to add a new term loan in the aggregate principal amount of $ 2,700,000 (the “Supplemental Term Loan”).

1 unchanged sentence

The Supplemental Term Loan will mature on January 25, 2030 ( the “Maturity Date”).

Interest on the Supplemental Term Loan is payable monthly during the initial twelve month period following the First Amendment Effective Date.

Following such twelve month period, the Company is required to make equal monthly payments of principal and interest to fully amortize the amount outstanding under the Supplemental Term Loan by the Maturity Date.

Interest on the Supplemental Term Loan was payable monthly during the initial twelve month period following the First Amendment Effective Date.

Following that twelve month period, the Company is required to make equal monthly payments of principal and interest to fully amortize the amount outstanding under the Supplemental Term Loan by the Maturity Date.

The Supplemental Term Loan is secured by a lien on substantially all of the assets of the Company and certain of its domestic subsidiaries.

9 unchanged sentences

Pursuant to the First Amendment, advances under the Credit Agreement bear interest at a floating rate per annum equal to SOFR plus 3.00 %, subject to a SOFR floor of 0.00 %.

The long-term debt on the condensed consolidated balance sheets related to the Term Loan, DDTL, Revolving Line, Supplemental Term Loan and Second Supplemental Term Loan was $ 18,372,000 and $ 18,462,000 as of March 31, 2025 and December 31, 2024 , respectively.

The Company capitalized debt issuance costs of $ 0 and $ 164,000 as of March 31, 2025 and December 31, 2024, related to the issuance of the Supplemental Term Loan and Second Supplemental Term Loan.

The long-term debt on the condensed consolidated balance sheets related to the Term Loan, DDTL, Revolving Line, Supplemental Term Loan and Second Supplemental Term Loan was $ 17,675,000 and $ 18,462,000 as of June 30, 2025 and December 31, 2024 , respectively.

The Company capitalized debt issuance costs of $ 0 and $ 164,000 as of June 30, 2025 and December 31, 2024, related to the issuance of the Supplemental Term Loan and Second Supplemental Term Loan.

The Credit Agreement contains customary covenants and representations, including without limitation, a minimum fixed charge coverage ratio of

3 unchanged sentences

$ 5,000,000 of unrestricted cash, reporting obligations, limitations on dispositions, changes in ownership, mergers and acquisitions, indebtedness, encumbrances, distributions, investments, transactions with affiliates and capital expenditures.

The Loan Parties are in compliance with the Credit Agreement covenants as of

March 31, 2025 .

The Loan Parties were

not in compliance with the maximum funded debt to EBITDA ratio covenant in the Credit Agreement as of

June 30, 2025 , but regained compliance on

July 1, 2025.

The loan entered into with United States International Development Finance Corporation (“DFC”) in connection with the acquisition of GKCE in June 2020 ( the “DFC Loan”) was obtained through the Company’s wholly-owned subsidiary, HoldCo and is guaranteed by GKF.

4 unchanged sentences

The amount outstanding under the second tranche of the DFC Loan is payable in 16 quarterly installments with a fixed interest rate of 7.49 %.

The long-term debt on the condensed consolidated balance sheets related to the DFC Loan was $ 1,642,000 and $ 1,806,000 as of March 31, 2025 and December 31, 2024 , respectively.

The long-term debt on the condensed consolidated balance sheets related to the DFC Loan was $ 1,478,000 and $ 1,806,000 as of June 30, 2025 and December 31, 2024 , respectively.

The DFC Loan contains customary covenants including without limitation, requirements that HoldCo maintain certain financial ratios related to liquidity and cash flow as well as depository requirements.

1 unchanged sentence

On March 3, 2025, the Company received an additional waiver from DFC for certain covenants as of December 31, 2024 and through December 31, 2025.

HoldCo was in compliance with all debt covenants pursuant to the DFC Loan as amended and waived at March 31, 2025 .

HoldCo was in compliance with all debt covenants pursuant to the DFC Loan as amended and waived at June 30, 2025 .

In November and December 2024, GKCE obtained two loans with banks locally in Ecuador (the “GKCE Loans”).

The GKCE Loans carry interest rates of 12.60 % and 12.78 % and are payable in twelve and thirty-six equal monthly installments of principal and interest, respectively.

Total long-term debt on the condensed consolidated balance sheets related to the GKCE Loans was $ 119,000 and $ 145,000 as of March 31, 2025 and December 31, 2024 , respectively.

Total long-term debt on the condensed consolidated balance sheets related to the GKCE Loans was $ 93,000 and $ 145,000 as of June 30, 2025 and December 31, 2024 , respectively.

The Company did not capitalize any debt issuance costs related to the GKCE Loans.

1 unchanged sentence

Furthermore, the lenders under the Credit Agreement and the DFC Loan could also exercise their rights to take possession of, and to dispose of, the collateral securing the credit facilities and loans and could pursue additional remedies upon default as set forth in each such agreement.

The accretion of debt issuance costs for the three -month periods ended March 31, 2025 and 2024 was $ 24,000 and $ 38,000 , respectively.

As of March 31, 2025 and December 31, 2024 , the unamortized deferred issuance costs on the condensed consolidated balance sheet was $ 207,000 and $ 231,000 , respectively.

As of March 31, 2025 , long-term debt on the condensed consolidated balance sheets was $ 19,926,000 .

The following are contractual maturities of long-term debt as of March 31, 2025 , excluding deferred issuance costs of $ 207,000 :

The accretion of debt issuance costs for the three and six -month periods ended June 30, 2025 was $ 55,000 and $ 79,000 compared to $ 20,000 and $ 58,000 for the same periods in the prior year, respectively.

As of June 30, 2025 and December 31, 2024 , the unamortized deferred issuance costs on the condensed consolidated balance sheet was $ 152,000 and $ 231,000 , respectively.

As of June 30, 2025 , long-term debt on the condensed consolidated balance sheets was $ 19,094,000 .

The following are contractual maturities of long-term debt as of June 30, 2025 , excluding deferred issuance costs of $ 152,000 :

Year ending December 31,

2025 (excluding the three-months ended March 31, 2025)

2025 (excluding the six-months ended June 30, 2025)

Other Accrued Liabilities

Other accrued liabilities consist of the following as of March 31, 2025 and December 31, 2024 :

Other accrued liabilities consist of the following as of June 30, 2025 and December 31, 2024 :

Professional services

20 unchanged sentences

Total ROU assets and lease liabilities for the San Francisco sublease were $ 15,000 .

The sublease in Downers Grove was signed in February 2025 and is for two offices and three cubicle spaces for $ 2,300 per month.

The sublease in Downers Grove was signed in February 2025 for $ 2,300 per month.

Total ROU assets and lease liabilities for the Downers Grove sublease were $ 26,000 .

7 unchanged sentences

On January 1, 2025, the Company entered into the Amended and Restated Lease Agreement (the “Amended Lease”) for the facility lease in Warwick, Rhode Island.

The Amended Lease includes a lease extension to December 31, 2039 and modified the monthly lease payment to $ 26,443 .

The Amended Lease extended the lease to December 31, 2039 and modified the monthly lease payment to $ 26,443 .

The Company assessed the Amended Lease under ASC 842 and concluded it was a lease modification.

On January 1, 2025, the effective date of the Amended Lease, the Company recorded additional ROU asset and lease liability in the amount of $ 2,071,000 .

The Company owns and operates a stand-alone Gamma Knife facility in Lima, Peru where it leases approximately 1,600 square feet for approximately $ 8,850 per month with a lease expiration date in January 2024.

The lease in Peru is currently on a month-to-month basis.

The Company owns and operates a stand-alone Gamma Knife facility in Lima, Peru where it leases approximately 1,600 square feet for approximately $ 8,850 per month.

This lease expired in January 2024 and is currently on a month-to-month basis.

The Company also owns and operates a stand-alone Gamma Knife facility in Guayaquil, Ecuador where it owns 864 square feet of condominium space in an office building and approximately 10,135 of related land and parking spaces.

The Company’s stand-alone radiation therapy facility in Puebla, Mexico also has a lease for approximately 536 square meters for $ 1,800 per month with a lease expiration in July 3034.

The Company’s stand-alone radiation therapy facility in Puebla, Mexico has a lease for approximately 536 square meters for $ 1,800 per month with a lease expiration in July 3034.

Total ROU asset and lease liability for the Puebla lease was $ 149,000 .

Sublease income for the three -month periods ended March 31, 2025 and 2024 was $ 15,000 and $ 0 , respectively.

Sublease income for the three and six -month periods ended June 30, 2025 was $ 15,000 and $ 30,000 compared to $ 9,000 and $ 9,000 for the same periods in the prior year.

The Company’s lessee operating leases are accounted for as ROU assets, current portion of lease liabilities, and lease liabilities on the condensed consolidated balance sheets.

4 unchanged sentences

Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

The Company’s lessee operating lease agreements are for administrative office space and related equipment and two of its recently acquired stand-alone facilities in Rhode Island.

The Company’s lessee operating lease agreements are for administrative office space and related equipment and for its direct patient service facilities in Puebla, Mexico and two stand-alone facilities in Rhode Island in which the Company acquired an interest in the RI Acquisition.

These leases have remaining lease terms of approximately 9 to 16 y ears, some of which include options to renew or extend the lease.

As of March 31, 2025 , operating ROU assets, net of unfavorable leasehold interests of $ 685,000 , were $ 3,064,000 , and lease liabilities were $ 3,749,000 .

The following table summarizes the maturities of the Company's lessee operating lease liabilities as of March 31, 2025 :

As of June 30, 2025 , operating ROU assets, net of unfavorable leasehold interests of $ 658,000 , were $ 3,011,000 , and lease liabilities were $ 3,727,000 .

The following table summarizes the maturities of the Company's lessee operating lease liabilities as of June 30, 2025 :

Year ending December 31,

Operating Leases

2025 (excluding the three-months ended March 31, 2025)

2025 (excluding the six-months ended June 30, 2025)

Total lease payments

1 unchanged sentence

( 2,846,000 )

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Operating lease cost

1 unchanged sentence

Sublease income

( 15,000 ) ( 9,000 ) ( 30,000 ) ( 9,000 )

Total lease cost

4 unchanged sentences

Weighted-average remaining lease term - Operating leases in years

14.45 8.38 14.45 8.38

Weighted-average discount rate - Operating leases

3 unchanged sentences

The Company calculates diluted shares using the treasury stock method.

Because the Company reported a loss for the three -month period ended March 31, 2025 , the potentially dilutive effects of approximately 38,000 of the Company’s stock options and 173,000 of the Company’s unvested restricted stock awards were not considered for the reporting period.

The computation for the three -month period ended March 31, 2024 excluded approximately 138,000 of the Company’s stock options because the exercise price of the options was higher than the average market price during the period.

The weighted average common shares outstanding for basic earnings per share for the three -month periods ended March 31, 2025 and 2024 included approximately 123,000 and 123,000 , respectively, of the Company's restricted stock awards that are fully vested but are deferred for issuance.

The following table sets forth the computation of basic and diluted earnings per share for the three -month periods ended March 31, 2025 and 2024 :

Three Months Ended March 31,

Because the Company reported a loss for the three and six -month periods ended June 30, 2025 , the potentially dilutive effects of approximately 8,000 and 16,000 of the Company’s stock options and 253,000 of the Company’s unvested restricted stock awards were not considered for the reporting period.

The weighted average common shares outstanding for basic earnings per share for the three and six -month periods ended June 30, 2025 and 2024 included approximately 123,000 and 123,000 , respectively, of the Company's restricted stock awards that are fully vested but are deferred for issuance.

The following table sets forth the computation of basic and diluted earnings per share for the three and six -month periods ended June 30, 2025 and 2024 :

Three Months Ended June 30,

Six Months Ended June 30,

Net (loss) income attributable to American Shared Hospital Services

3 unchanged sentences

Dilutive effect of stock options and restricted stock awards

- 101,000 - 97,000

Weighted average common shares for diluted (loss) earnings per share

4 unchanged sentences

$ ( 0.04 ) $ 0.55 $ ( 0.14 ) $ 0.57

Stock-based Compensation

In June 2021, the Company’s shareholders approved an amendment and restatement of the Company’s Incentive Compensation Plan (the “Plan”), that among other things, increased the number of shares of the Company’s common stock reserved for issuance under the Plan to 2,580,000 and extended the term of the Plan by five years to February 22, 2027.

The Plan provides that the shares reserved under the Plan are available for issuance to officers of the Company, other key employees, non-employee directors, and advisors.

No further grants or share issuances will be made under the previous plans.

Stock-based compensation expense associated with the Company’s stock options to employees is calculated using the Black-Scholes valuation model.

The Company’s stock awards have characteristics significantly different from those of traded options, and changes in the subjective input assumptions can materially affect the fair value estimates.

The estimated fair value of the Company’s option grants is estimated using assumptions for expected life, volatility, dividend yield, and risk-free interest rate which are specific to each award.

The estimated fair value of the Company’s options is expensed over the period during which an employee is required to provide service in exchange for the award (requisite service period), usually the vesting period.

Accordingly, stock-based compensation cost before income tax effect for the Company’s options and restricted stock awards in the amo unt of $ 89,000 and $ 98,000 for the three -month periods ended March 31, 2025 and 2024 , respectively, is reflected in selling and administrative expense in the condensed consolidated statements of operations.

As of March 31, 2025 , there was approximately $ 21,000 o f unrecognized compensation cost related to non-vested stock-based compensation arrangements granted under the Plan.

This cost is expected to be recognized over a period of approximately three years.

The following table summarizes stock option activity for the three -month periods ended March 31, 2025 and 2024 :

Stock Options

Grant Date Weighted- Average Exercise Price

Weighted- Average Remaining Contractual Life (in Years)

Intrinsic Value

Outstanding at January 1, 2025

42,000 $ 2.74 3.65 $ 17,000

Outstanding at March 31, 2025

42,000 $ 2.74 3.40 $ 5,000

Exercisable at March 31, 2025

24,000 $ 2.70 2.22 $ -

Outstanding at January 1, 2024

146,000 $ 2.83 5.44 $ -

Outstanding at March 31, 2024

146,000 $ 2.83 5.19 $ 5,000

Exercisable at March 31, 2024

42,000 $ 2.86 3.84 $ -

The Company generally calculates its effective income tax rate at the end of an interim period using an estimate of the annualized effective income tax rate expected to be applicable for the full fiscal year.

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A small change in estimated annual pretax income can produce a significant variance in the annualized effective income tax rate given the expected amount of these items.

As a result, the Company has computed its provision for income taxes for the three -month periods ended March 31, 2025 and 2024 by applying the actual effective tax rates to income or reported within the condensed consolidated financial statements through those periods.

The provision for income taxes for the three -month period ended March 31, 2024 included a non-recurring adjustment for unrecognized tax benefits related to foreign taxes of $ 100,000 which offset income tax expense for the same period.

As of March 31, 2025 , the Company had commitments to purchase and install three Leksell Gamma Knife Esprit Systems (“Esprit”) and two Linear Accelerator (“LINAC”) systems.

One of the Esprit upgrades is in the process of being installed at the Company’s facility in Peru.

As a result, the Company has computed its provision for income taxes for the three and six -month periods ended June 30, 2025 and 2024 by applying the actual effective tax rates to income or reported within the condensed consolidated financial statements through those periods.

The provision for income taxes for the three and six -month periods ended June 30, 2025 , included a non-recurring adjustment for unrecognized tax benefits related to foreign taxes of $ 71,000 .

For the six -month period ended June 30, 2024 , the Company recorded a $ 100,000 adjustment for unrecognized tax benefits related to foreign taxes.

As of June 30, 2025 , the Company had commitments to purchase and install three Leksell Gamma Knife Esprit Systems (“Esprit”) and two Linear Accelerator (“LINAC”) systems.

One of the Esprit upgrades was installed at the Company’s facility in Peru in July 2025.

The remaining Esprit upgrades and one LINAC installation are scheduled to occur around the fourth quarter of 2025 or later at existing customer sites.

The remaining LINAC is reserved for a future customer site.

Total Gamma Knife and LINAC commitments as of March 31, 2025 were $ 9,618,000 .

There are no deposits on the condensed consolidated balance sheets related to these commitments as of March 31, 2025 .

Total Gamma Knife and LINAC commitments as of June 30, 2025 were $ 8,385,000 .

There are no deposits on the condensed consolidated balance sheets related to these commitments as of June 30, 2025 .

It is the Company’s intent to finance substantially all of these commitments.

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However, the Company currently has cash on hand of $ 11,331,000 and its Revolving Line of $ 7,000,000 and is actively engaged with financing resources to fund these projects.

The Company borrowed $ 2,000,000 on the Revolving Line as of March 31, 2025 .

The Company borrowed $ 5,000,000 on the Revolving Line as of June 30, 2025 , which was repaid in July 2025.

September 4, 2022, the Company entered into a Maintenance and Support Agreement with Mevion Medical Systems, Inc.

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one -year service period.

As of March 31, 2025 , the Company had commitments to service and maintain its Gamma Knife, LINAC, and PBRT equipment.

The service commitments are carried out via contracts with Mevion, Elekta, RSA, and Mobius Imaging, LLC.

As of June 30, 2025 , the Company had commitments to service and maintain its Gamma Knife, LINAC, and PBRT equipment.

The service commitments are carried out via contracts with Mevion, Elekta, Solutech, and Mobius Imaging, LLC.

The Company’s commitment to purchase one LINAC system also includes a 5 -year agreement to service the equipment, respectively.

Total service commitments as of March 31, 2025 were $ 12,252,000 .

The Gamma Knife and certain other service contracts are paid monthly, as service is performed.

Total service commitments as of June 30, 2025 were $ 11,928,000 .

The service contracts are paid monthly, as service is performed.

The Company believes that cash flow from cash on hand and operations will be sufficient to cover these payments.

Related Party Transactions and Balances

The Company’s Gamma Knife business is operated through its 81 % indirect interest in its GKF subsidiary.

The Company’s Gamma Knife business is operated through its GKF subsidiary in which the Company holds an indirect 81 % interest.

The remaining 19 % of GKF is owned by a wholly owned U.S.

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Since the Company purchases its Gamma Knife units from Elekta, there are significant related party transactions with Elekta, such as equipment purchases, commitments to purchase and service equipment, and costs to maintain the equipment.

The following table summarizes related party activity for the three -month periods ended March 31, 2025 and 2024 :

Three Months Ended March 31,

The following table summarizes related party activity for the three and six -month periods ended June 30, 2025 and 2024 :

Three Months Ended June 30,

Six Months Ended June 30,

Equipment purchases and de-install costs

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$ 2,062,000 $ 691,000 $ 3,620,000 $ 3,277,000

The Company also had commitments to purchase and install three Esprit units, two LINACs, and service the related equipment of $ 14,869,000 as of March 31, 2025 .

Related party liabilities on the condensed consolidated balance sheets consist of the following as of March 31, 2025 and December 31, 2024

The Company also had commitments to purchase and install three Esprit units, two LINACs, and service the related equipment of $ 13,387,000 as of June 30, 2025 .

Related party liabilities on the condensed consolidated balance sheets consist of the following as of June 30, 2025 and December 31, 2024

Accounts payable, asset retirement obligation and other accrued liabilities

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On November 10, 2023, the Company entered into the IPA with GenesisCare and GC Holdings, pursuant to which GenesisCare agreed to sell to the Company its entire equity interest in each of the RI Companies and to assign certain payor contacts to the Company for a cash purchase price of $ 2,850,000 (such transaction, the “RI Acquisition”).

The equity interests acquired by the Company under the IPA equates to a 60 % interest in each RI Company.

The equity interests acquired by the Company under the IPA equate to a 60 % interest in each RI Company.

The RI Companies operate three functional radiation therapy cancer centers in Rhode Island.

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On May 7, 2024, the parties entered into a Fourth Amendment to the Investment Purchase Agreement, pursuant to which GenesisCare agreed to transfer certain assets and payor contracts to the RI Companies, rather than transferring such assets and payor contracts to the Company.

The parties completed the remaining closing conditions pursuant to the IPA and closed the RI Acquisition on May 7, 2024 ( the “Closing Date”).

The parties completed the closing conditions pursuant to the IPA and closed the RI Acquisition on May 7, 2024 ( the “Closing Date”).

The RI Acquisition has been accounted for as a business combination under ASC 805, which requires, among other things, that purchase consideration, assets acquired, liabilities assumed and non-controlling interest be measured at their fair values as of the acquisition date.

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The Company recorded the preliminary allocation of the purchase price consideration as of the Closing Date, for the three -month period ended June 30, 2024.

During the three -month periods ended September 30, 2024 and December 31, 2024, the Company concluded some of the fair value estimates for accounts receivable, non-controlling interests, and unfavorable leasehold interests required adjustment.

During each of the three -month periods ended September 30, 2024 and December 31, 2024, the Company concluded some of the fair value estimates for accounts receivable, non-controlling interests, and unfavorable leasehold interests required adjustment.

The net effect of these changes was an increase to the bargain purchase gain of $ 115,000 , net of deferred taxes of $ 6,000 .

The net impact to the condensed consolidated statement of operations was not material for the year-ended December 31, 2024.

The major classes of assets and liabilities to which the Company allocated the fair value of the purchase price consideration as of May 7, 2024 and December 31, 2024 were as follows:

The major classes of assets and liabilities to which the Company allocated the fair value of the purchase price consideration as of the Closing Date and December 31, 2024 were as follows:

Remeasurement

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None of the purchase price was allocated to intangible assets because none were acquired as part of the transaction.

The Company recorded the unfavorable lease position received as part of the RI Acquisition as a reduction to ROU assets on the condensed consolidated balance sheet as of May 7, 2024 and December 31, 2024.

The Company recorded the unfavorable lease position received as part of the RI Acquisition as a reduction to ROU assets on the condensed consolidated balance sheet as of the Closing Date and December 31, 2024.

The value of the acquired tangible assets acquired were as follows:

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Total medical equipment and facilities acquired

Subsequent Event

On July 4, 2025, President Donald Trump signed the One Big Beautiful Bill Act (“OBBBA”) into law, which is considered the enactment date under U.S.

This legislation introduces several provisions affecting businesses, including the permanent extension of certain expiring elements of the Tax Cuts and Jobs Act, modifications to the international tax framework, and favorable tax treatment for certain other business provisions.

Key corporate tax provisions include the restoration of 100% bonus depreciation, immediate expensing for domestic research and experimental expenditures, changes to Section 163 (j) interest limitations, updates to Global Intangible Low Tax Income (GILTI) and Foreign- Derived Intangible Income (FDII) rules, amendments to energy credits, and expanded Section 162 (m) aggregation requirements.

The OBBBA contains multiple effective dates, with some provisions applicable beginning in 2025.

The legislation does not impact the Company’s prior years’ financial statements.

In accordance with ASC 740 Income Taxes , the effects of the new tax law will be recognized in the period of enactment.

As the enactment occurred after the June 30, 2025 reporting date, the Company has not adjusted its current or deferred tax balances as of June 30, 2025.

The Company is currently evaluating the impact of the legislation and will reflect any required adjustments in the third quarter ended September 30, 2025.

Management ’ s Discussion and Analysis of Financial Condition and Results of Operations

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Factors that could cause or contribute to such differences include, but are not limited to, such things as our level of debt, the limited market for our capital-intensive services, the impact of lowered federal reimbursement rates, the impact of U.S.

health care reform legislation, competition and alternatives to our services, technological advances and the risk of equipment obsolescence, our significant investment in the proton beam radiation therapy business, restrictions in our debt agreements that limit our flexibility to operate our business, our ability to repay our indebtedness, our ability to integrate the RI Companies with our existing business, breaches in security of our information technology, the small and illiquid market for our stock.

These lists are not all-inclusive because it is not possible to predict all factors.

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The medical equipment leasing segment, which we also refer to as the Company’s leasing segment, operates by fee-per-use contracts or revenue sharing contracts where the Company shares in the revenue and operating costs of the equipment.

The Company leases eight Gamma Knife systems and one PBRT system as of March 31, 2025, where a contract exists between the hospital and the Company.

The Company leases seven Gamma Knife systems and one PBRT system as of June 30, 2025, where a contract exists between the hospital and the Company.

On May 7, 2024, the Company acquired 60% of the equity interests of the RI Companies, which operate three single-unit radiation therapy facilities in Rhode Island.

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The Company recognizes revenues under ASC 842 and ASC 606.

The Company had ten domestic Gamma Knife units, two international Gamma Knife units, three domestic LINAC units, and one PBRT system in operation in the United States as of March 31, 2025 and twelve domestic Gamma Knife units, two international Gamma Knife units, and one PBRT system in operation in the United States as of March 31, 2024.

Five of the Company’s ten domestic Gamma Knife customers are under fee-per-use contracts, and five customers are under revenue sharing arrangements.

The ten domestic Gamma Knife contracts operate under the Company’s leasing segment.

The Company had seven domestic Gamma Knife units, two international Gamma Knife units, three domestic LINAC units, one international LINAC unit, and one PBRT system in operation in the United States as of June 30, 2025 and ten domestic Gamma Knife units, two international Gamma Knife units, three domestic LINAC units, and one PBRT system in operation in the United States as of June 30, 2024.

Five of the Company’s seven domestic Gamma Knife customers are under fee-per-use contracts, and two customers are under revenue sharing arrangements.

The seven domestic Gamma Knife contracts operate under the Company’s leasing segment.

The Company’s PBRT system at Orlando Health is considered a revenue share contract operating under the leasing segment.

The Company’s three single-unit facilities, acquired in Rhode Island in May 2024, operate under the Company’s direct patient services segment.

The Company’s interest in three single-unit facilities, acquired in Rhode Island in May 2024, and the Company’s single-unit LINAC facility in Puebla, Mexico operate under the Company’s direct patient services segment.

The Company, through GKF, also owns and operates two single-unit, international Gamma Knife facilities in Lima, Peru and Guayaquil, Ecuador.

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The operating costs are recorded as other direct operating costs in the condensed consolidated statements of operations.

For the three-month periods ended March 31, 2025 and 2024, the Company recognized leasing revenue of approximately $2,991,000 and $4,253,000 of which approximately $1,642,000 and $2,649,000 were for PBRT services, respectively.

For the three and six-month periods ended June 30, 2025, the Company recognized leasing revenue of approximately $3,571,000 and $ 6,562,000 compared to $3,899,000 and $ 8,152,000 for the same periods in the prior year, respectively.

For the three and six-month periods ended June 30, 2025, $1,921,000 and $3,563,000 of the ASC 842 revenues were for PBRT services compared to $2,420,000 and $5,069,000, respectively.

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The Company also concluded the three radiation therapy facilities are part of its direct patient services segment, see further discussion at Note 1 - Basis of Presentation to the condensed consolidated financial statements.

Accounts receivable balances under ASC 606 at March 31, 2025 and January 1, 2025 were $6,120,000 and $6,073,000, respectively.

Accounts receivable balances under ASC 606 at March 31, 2024 and January 1, 2024 were $1,882,000 and $1,626,000, respectively.

For the three-month periods ended March 31, 2025 and 2024, the Company recognized direct patient services revenues of approximately $3,121,000 and $963,000, respectively.

Accounts receivable balances under ASC 606 at June 30, 2025 and January 1, 2025 were $6,657,000 and $6,073,000, respectively.

Accounts receivable balances under ASC 606 at June 30, 2024 and January 1, 2024 were $4,558,000 and $1,626,000, respectively.

For the three and six-month periods ended June 30, 2025, the Company recognized direct patient services revenues of approximately $3,500,000 and $6,621,000 compared to $3,157,000 and $4,120,000 for the same periods in the prior year, respectively.

Salvage Value on Equipment

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During the year-ended December 31, 2024, the Company concluded the salvage value should be $0 and accounted for this as a change in estimate.

There is no salvage value assigned to the two international Gamma Knife units as of March 31, 2025.

The Company also has not assigned salvage value to its PBRT or LINAC equipment as of March 31, 2025.

There is no salvage value assigned to the two international Gamma Knife units as of June 30, 2025.

The Company also has not assigned salvage value to its PBRT or LINAC equipment as of June 30, 2025.

Impairment of Long-lived Assets

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ASU 2023-09 is effective for annual periods beginning after December 15, 2024, and interim reporting periods beginning after December 15, 2025.

The Company is currently evaluating ASU 2023-09 to determine the impact it may have on its disclosures to the consolidated financial statements.

The Company adopted ASU 2023-09 effective January 1, 2025.

The adoption of ASU 2023-09 will modify the Company’s disclosures but will not have an impact on our financial position or results of operations.

In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (“ASU 2024-03”) which requires entities to 1.

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The Company is currently evaluating ASU 2024-03 to determine the impact it may have on its consolidated financial statements.

First Quarter 2025 Results

Revenues increased by $896,000 to $6,112,000 for the three-month period ended March 31, 2025 compared to $5,216,000 for the same period in the prior year.

Revenues from the Company’s leasing segment decreased by $1,262,000 to $2,991,000 for the three-month period ended March 31, 2025 compared to $4,253,000 for the same period in the prior year.

In July 2025, the FASB issued ASU 2025-05 Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”) which provides (1) all entities with a practical expedient and (2) entities other than public business entities, with an accounting policy election when estimating credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606.

ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025 and interim reporting periods within those annual reporting periods.

Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance.

The Company is currently evaluating ASU 2025-05 to determine the impact it may have on its consolidated financial statements.

Second Quarter 2025 Results

Revenues increased by $15,000 and $911,000 to $7,071,000 and $13,183,000 for the three and six-month periods ended June 30, 2025 compared to $7,056,000 and $12,272,000 for the same periods in the prior year, respectively.

Revenues from the Company’s leasing segment decreased by $328,000 and $1,590,000 to $3,571,000 and $6,562,000 for the three and six-month periods ended June 30, 2025 compared to $3,899,000 and $8,152,000 for the same periods in the prior year, respectively.

The decrease in leasing revenue was driven by lower Gamma Knife volumes, due to the expiration of two customer contracts, and lower PBRT volumes.

Revenues from the Company’s direct patient services segment increased by $2,158,000 to $3,121,000 for the three-month period ended March 31, 2025 compared to $963,000 for the same period in the prior year.

The increase in direct patient services revenue was primarily due to revenue generated by the RI Companies following the closing of the RI Acquisition on May 7, 2024 and the Company’s radiation therapy facility in Puebla, which began treating patients in July 2024.

The Company acquired its interests in the RI Companies on May 7, 2024 and included the financial results from their operations from May 7, 2024, the closing date of the transaction, through March 31, 2025.

Revenues from the Company’s direct patient services segment increased by $343,000 and $2,501,000 to $3,500,000 and $6,621,000 for the three and six-month periods ended June 30, 2025 compared to $3,157,000 and $4,120,000 for the same periods in the prior year, respectively.

The increase in direct patient services revenue was due to revenue generated by the RI Companies following the closing of the RI Acquisition on May 7, 2024 and the Company’s radiation therapy facility in Puebla, Mexico which began treating patients in July 2024.

The Company’s stand-alone radiation therapy facility in Puebla, Mexico also began treating patients in July 2024.

Radiation therapy revenues generated from the three stand-alone facilities acquired through the RI Acquisition and the radiation therapy facility in Puebla were $2,374,000 for the three-month period ended March 31, 2025, compared to $0 for the same period in the prior year.

Radiation therapy procedures for the three stand-alone facilities acquired through the RI Acquisition and the radiation therapy facility in Puebla were 6,726 for the three-month period ended March 31, 2025.

Revenues generated from the Company’s PBRT system decreased by $1,007,000 to $1,642,000 for the three-month period ended March 31, 2025 compared to $2,649,000 for the same period in the prior year.

The decrease for the three-month period ended March 31, 2025, was driven by lower volumes.

The number of PBRT fractions decreased by 445 to 831 for the three-month period ended March 31, 2025 compared to 1,276 for the same period in the prior year.

The decrease in PBRT volumes for the three-month period ended March 31, 2025 was due to normal, cyclical fluctuations.

Gamma Knife revenue decreased by $471,000 to $2,096,000 for the three-month period ended March 31, 2025 compared to $2,567,000 for the same period in the prior year.

The decrease in Gamma Knife revenue for the three-month period ended March 31, 2025 was due to a decrease in procedure volume from both the direct patient services and leasing segments .

The number of Gamma Knife procedures decreased by 65 to 208 for the three-month period ended March 31, 2025 compared to 273 for the same period in the prior year.

Gamma Knife procedures from the Company’s leasing segment decreased 21% for the three-month period ended March 31, 2025 due to the expiration of two customer contracts in December 2024 and February 2025, and downtime to upgrade a third customer to the Esprit.

Gamma Knife procedures from the Company’s direct patient services segment, which are the two international Gamma Knife locations, decreased 27% for the three-month period ended March 31, 2025 .

Radiation therapy revenues generated from the three stand-alone facilities acquired through the RI Acquisition and the radiation therapy facility in Puebla were $2,541,000 and $4,915,000 for the three and six-month periods ended June 30, 2025, compared to $1,892,000 and $1,892,000 for the same periods in the prior year (when the results of operations of the RI facilities were only included in the Company’s results of operations from May 7, 2024 forward), respectively.

Radiation therapy procedures for the three stand-alone facilities acquired through the RI Acquisition and the radiation therapy facility in Puebla were 6,320 and 13,046 for the three and six-month periods ended June 30, 2025, compared to and 2,599 and 2,599 for the same periods in the prior year, respectively.

Revenues generated from the Company’s PBRT system decreased by $499,000 and $1,506,000 to $1,921,000 and $3,563,000 for the three and six-month periods ended June 30, 2025 , compared to $2,420,000 and $5,069,000 for the same periods in the prior year, respectively.

The decrease for the three and six-month periods ended June 30, 2025 , was driven by lower volumes.

The number of PBRT fractions decreased by 122 and 567 to 1,114 and 1,945 for the three and six-month periods ended June 30, 2025 compared to 1,236 and 2,512 for the same periods in the prior year, respectively.

The decrease in PBRT volumes for the three and six-month periods ended June 30, 2025 was due to what the Company believes are normal, cyclical fluctuations.

Gamma Knife revenue decreased by $135,000 and $606,000 to $2,609,000 and $4,705,000 for the three and six-month periods ended June 30, 2025 compared to $2,744,000 and $5,311,000 for the same periods in the prior year, respectively.

The decrease in Gamma Knife revenue for the three and six-month periods ended June 30, 2025 was due to a decrease in procedure volume from both the direct patient services and leasing segments.

The number of Gamma Knife procedures decreased by 76 and 141 to 264 and 472 for the three and six-month periods ended June 30, 2025 compared to 340 and 613 for the same periods in the prior year, respectively.

Gamma Knife procedures from the Company’s leasing segment decreased 18% and 19% for the three and six-month periods ended June 30, 2025 due to the expiration of three customer contracts in December 2024, February 2025, and April 2025.

The decrease for the six-month period ended June 30, 2025 was also impacted by downtime to upgrade a fourth customer to the Esprit.

Gamma Knife procedures from the Company’s direct patient services segment, which are the two international Gamma Knife locations, decreased 29% and 28% for the three and six-month periods ended June 30, 2025.

The patient populations in Peru and Ecuador are primarily insured by local government therefore volumes can be impacted by local legislation changes or social and economic factors.

The stand-alone facility in Peru signed a new contract with social security, which held up treatment of patients covered by this payor during the first quarter.

This contract was executed in late February 2025 and is expected to bring additional volumes into the facility going forward.

Total costs of revenue increased by $2,097,000 to $5,170,000 for the three-month period ended March 31, 2025 compared to $3,073,000 for the same period in the prior year.

Maintenance and supplies and other direct operating costs, related party, increased by $178,000 to $861,000 for the three-month period ended March 31, 2025 compared to $683,000 for the same period in the prior year.

The increase in maintenance and supplies and other direct operating costs, related party, for the three-month period ended March 31, 2025, was due to maintenance at the Company’s radiation therapy facilities in Rhode Island, that were acquired during 2024, maintenance at the Company’s new site in Puebla, Mexico, and maintenance of the recently installed Gamma Knife Esprit systems that were previously under warranty.

Depreciation and amortization increased by $148,000 to $1,445,000 for the three-month period ended March 31, 2025 compared to $1,297,000 for the same period in the prior year.

The increase in depreciation and amortization for the three-month period ended March 31, 2025 was due to higher depreciation for upgraded equipment at four of the Company’s Gamma Knife locations, depreciation incurred for the equipment acquired in the RI Acquisition, and the Company’s new facility in Puebla, Mexico.

The stand-alone facility in Peru signed a new contract with social security, which delayed treatment of patients covered by this payor during the first five months of 2025.

This contract was executed in May 2025 and is expected to bring additional volumes into the facility going forward.

Total costs of revenue increased by $853,000 and $2,950,000 to $5,441,000 and $10,611,000 for the three and six-month periods ended June 30, 2025 compared to $4,588,000 and $7,661,000 for the same periods in the prior year, respectively.

Maintenance and supplies and other direct operating costs, related party, increased by $141,000 and $319,000 to $856,000 and $1,717,000 for the three and six-month periods ended June 30, 2025 compared to $715,000 and $1,398,000 for the same periods in the prior year, respectively.

The increase in maintenance and supplies and other direct operating costs, related party, for the three and six-month periods ended June 30, 2025 , was primarily due to maintenance for two of the Gamma Knife Esprit systems that were previously under warranty.

Depreciation and amortization increased by $42,000 and $190,000 to $1,497,000 and $2,942,000 for the three and six-month periods ended June 30, 2025 compared to $1,455,000 and $2,752,000 for the same periods in the prior year, respectively.

The increase in depreciation and amortization for the three and six-month periods ended June 30, 2025 was due to higher depreciation for upgraded equipment at four of the Company’s Gamma Knife locations, depreciation incurred for the equipment acquired in the RI Acquisition, and the Company’s new facility in Puebla, Mexico.

As of December 31, 2024, the Company reduced its estimate of salvage value for all remaining domestic Gamma Knife units to $0.

The net effect of the change in estimate, for the three-month period ended March 31, 2025, was a decrease in net income of approximately $83,000 or $0.01 per diluted share.

This change in estimate will be $10,000, or $0.00 per share in future periods, following the expiration of one customer contract.

These increases were offset by depreciation from the Company’s contracts that expired in the fourth quarter of 2024 and first quarter of 2025.

Other direct operating costs increased by $1,771,000 to $2,864,000 for the three-month period ended March 31, 2025 compared to $1,093,000 for the same period in the prior year.

The increase in other direct operating costs for the three-month period ended March 31, 2025 was due to operating costs from the acquired facilities in Rhode Island and the Company’s new facility in Puebla, Mexico, which are part of the Company’s direct patient services segment and have higher operating costs compared to facilities in the Company’s leasing segment.

Selling and administrative expense decreased by $71,000 to $1,808,000 for the three-month period ended March 31, 2025 compared to $1,879,000 for the same period in the prior year.

The decrease for the three-month period ended March 31, 2025 was due to lower legal and other costs attributable to the Company’s pursuit of new business opportunities, including the RI Acquisition, that were incurred during the three-month period ended March 31, 2024.

These decreases were offset by increased staffing in the sales, finance, and customer retention areas.

Interest expense increased by $84,000 to $433,000 for the three-month period ended March 31, 2025 compared to $349,000 for the same period in the prior year.

The increase for the three-month period ended March 31, 2025 was due to an increase in borrowings, including the Second Supplemental Term Loan received in December, 2024 and the Supplemental Term Loan received in January 2024.

Interest and other income, net, decreased by $42,000 to $64,000 for the three-month period ended March 31, 2025 compared to $106,000 for the same period in the prior year.

The decrease for the three-month periods ended March 31, 2025 was due to a decrease in the interest received on the Company’s cash, due to lower average cash balances, compared to the same period in the prior year.

Income tax benefit increased by $279,000 to an income tax benefit of $323,000 for the three-month period ended March 31, 2025 compared to an income tax benefit of $44,000 for the same period in the prior year.

The income tax benefit for the three-month period ended March 31, 2024 included a non-recurring adjustment for unrecognized tax benefits related to foreign taxes of $100,000.

Excluding this non-recurring item in the prior period, income tax benefit for the three-month period ended March 31, 2025 increased $179,000 primarily due to losses incurred by the Company’s leasing and direct patient services segments, driven by lower overall volume.

Net loss attributable to non-controlling interests increased by $233,000 to a loss of $287,000 for the three-month period ended March 31, 2025 compared to a loss of $54,000 for the same period in the prior year.

The net effect of the change in estimate, for the three and six-month periods ended June 30, 2025 , was a decrease in net income of approximately $10,000 or $0.00 per diluted share and $93,000 or $0.01 per diluted share, respectively.

This change in estimate will be $10,000, or $0.00 per share in future periods, following the expiration of one customer contract in April 2025.

These increases were offset by lower depreciation driven by three of the Company’s contracts that expired in November 2024, February 2025, and April 2025.

Other direct operating costs increased by $670,000 and $2,441,000 to $3,088,000 and $5,952,000 for the three and six-month periods ended June 30, 2025 compared to $2,418,000 and $3,511,000 for the same periods in the prior year, respectively.

The increase in other direct operating costs for the three and six-month periods ended June 30, 2025 was due to operating costs from the acquired facilities in Rhode Island and the Company’s new facility in Puebla, Mexico, which are part of the Company’s direct patient services segment and have higher operating costs compared to facilities in the Company’s leasing segment.

Selling and administrative expense decreased by $150,000 and $221,000 to $1,746,000 and $3,554,000 for the three and six-month periods ended June 30, 2025 compared to $1,896,000 and $3,775,000 for the same periods in the prior year, respectively.

The decrease for the three and six-month periods ended June 30, 2025 was primarily due to lower legal and other costs as these expenses were higher in the 2024 periods, in part, due to the costs and expenses attributable to the Company’s pursuit of new business opportunities, including the RI Acquisition, which closed in May 2024.

These decreases were offset, in part, by increased staffing in the sales, finance, and customer retention areas during the 2025 periods.

Interest expense increased by $43,000 and $127,000 to $428,000 and $861,000 for the three and six-month periods ended June 30, 2025 compared to $385,000 and $734,000 for the same periods in the prior year, respectively.

The increase for the three and six-month periods ended June 30, 2025 was due to an increase in borrowings, including the Second Supplemental Term Loan received in December, 2024 and the Supplemental Term Loan received in January 2024.

During the three-month period ended June 30, 2024, the Company recorded a $3,679,000 net bargain purchase gain related to the RI Acquisition that closed on May 7, 2024.

The Company acquired 60% of the equity interests of the RI Companies, which operate three radiation therapy facilities for $2,850,000.

The assets acquired exceeded the total purchase price by the bargain purchase amount and the Company recorded this difference as a gain for the three and six-month periods ended June 30, 2024.

Interest and other income, net, decreased by $14,000 and $56,000 to $45,000 and $109,000 for the three and six-month periods ended June 30, 2025 compared to $59,000 and $165,000 for the same periods in the prior year, respectively.

The decrease for the three and six-month periods ended June 30, 2025 was due to a decrease in the interest received on the Company’s cash, driven primarily by lower average cash balances, compared to the same periods in the prior year.

Income tax benefit decreased by $10,000 and increased by $269,000 to an income tax benefit of $21,000 and $344,000 for the three and six-month periods ended June 30, 2025 compared to an income tax benefit of $31,000 and $75,000 for the same periods in the prior year, respectively.

The income tax benefit for the three and six-month periods ended June 30, 2025, included a non-recurring adjustment for unrecognized tax benefits related to foreign taxes of $71,000, which offset income tax expense for the same period, compared to $100,000 for the six-month period ended June 30, 2024.

Excluding this adjustment, income tax benefit for the three and six-month periods ended June 30, 2025 increased $61,000 and $240,000.

The increase in the income tax benefit for the three and six-month periods ended June 30, 2025 was primarily due to losses incurred by the Company’s leasing and direct patient services segments, driven by lower overall volume.

Net loss attributable to non-controlling interests increased by $364,000 and $597,000 to a loss of $198,000 and $485,000 for the three and six-month periods ended June 30, 2025 compared to income of $166,000 and $112,000 for the same periods in the prior year, respectively.

Net income or loss attributable to non-controlling interests represents net income or loss earned by the 40% non-controlling interest in the Rhode Island facilities, the 19% non-controlling interest in GKF, and net income or loss of the non-controlling interests in various subsidiaries controlled by GKF.

The change in net income or loss attributable to non-controlling interests reflects the relative profitability of the three Rhode Island facilities and GKF and its subsidiaries.

Net loss attributable to American Shared Hospital Services increased by $744,000 to a loss of $625,000, or $0.10 per diluted share for the three-month period ended March 31, 2025 compared to net income of $119,000, or $0.02 per diluted share for the same period in the prior year.

The Company incurred a net loss for the three-month period ended March 31, 2025, primarily due to losses incurred by the leasing and direct patient services segments, driven by lower procedure volume.

Net loss attributable to American Shared Hospital Services increased by $3,882,000 and $4,626,000 to a loss of $280,000, or $0.04 per diluted share and a loss of $905,000 or $0.14 for the three and six-month periods ended June 30, 2025 compared to net income of $3,602,000, or $0.55 per diluted share and $3,721,000, or $0.57 per diluted share for the same periods in the prior year, respectively.

Excluding the net bargain purchase gain from the RI Acquisition in the prior year of $3,679,000, net loss increased $166,000 and $910,000 for the three and six-month periods ended June 30, 2025 .

The Company incurred a net loss for three and six-month periods ended June 30, 2025 , due to losses incurred by the leasing and direct patient services segments, driven by lower procedure volume.

Liquidity and Capital Resources

1 unchanged sentence

In general, the Company’s principal sources of liquidity are cash and cash equivalents on hand and the $7,000,000 Revolving Line.

As of March 31, 2025, the Company borrowed $2,000,000 on its Revolving Line.

The Company had cash, cash equivalents and restricted cash of $11,491,000 at March 31, 2025 compared to $11,275,000 at December 31, 2024.

The Company’s cash position increased by $216,000 during the first three months of 2025 due to net advances on the Revolving Line of $2,000,000, cash provided by operating activities of $2,503,000, and capital contributions of $8,000.

As of June 30, 2025, the Company borrowed $5,000,000 on its Revolving Line.

The Company had cash, cash equivalents and restricted cash of $11,331,000 at June 30, 2025 compared to $11,275,000 at December 31, 2024.

The Company’s cash position increased by $56,000 during the first six months of 2025 due to net advances on the Revolving Line of $5,000,000, cash provided by operating activities of $2,131,000, and capital contributions from non-controlling interests of $8,000.

These increases were offset by payment for the purchase of property and equipment of $5,916,000 and payments on long-term debt of $1,167,000.

2 unchanged sentences

Working Capital

The Company had working capital at March 31, 2025 of $11,032,000 compared to $15,853,000 at December 31, 2024.

The $4,821,000 decrease in working capital was primarily due to increases in related party accrued liabilities, advances on the Revolving Line, and decreases in accounts receivable.

The Company had working capital at June 30, 2025 of $3,573,000 compared to $15,853,000 at December 31, 2024.

The $12,280,000 decrease in working capital was primarily due to advances on the Revolving Line and an increase in the current portion of long-term debt, net.

The Company believes that its cash on hand, cash flow from operations, and other cash resources are adequate to meet its scheduled debt obligations and working capital requirements during the next 12 months.

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The third loan facility provides for a $7,000,000 revolving line of credit (the “Revolving Line”) available for future projects and general corporate purposes.

The Company borrowed $2,000,000 on the Revolving Line as of March 31, 2025.

The facilities have a five-year maturity and carry a floating interest of based on the Secured Overnight Financing Rate (“SOFR”) plus 3.0% (7.49% as of March 31, 2025) and are secured by a lien on substantially all of the assets of the Loan Parties and guaranteed by ASHS.

The Company borrowed $5,000,000 on the Revolving Line as of June 30, 2025, which was repaid in July 2025.

The facilities have a five-year maturity, which mature on April 9, 2026, and carry a floating interest rate based on the Secured Overnight Financing Rate (“SOFR”) plus 3.0% (7.49% as of June 30, 2025) and are secured by a lien on substantially all of the assets of the Loan Parties and guaranteed by ASHS.

On January 25, 2024 (the “First Amendment Effective Date”), the Company and Fifth Third entered into a First Amendment to Credit Agreement (the “First Amendment”), which amended the Credit Agreement to add a new term loan in the aggregate principal amount of $2,700,000 (the “Supplemental Term Loan”).

1 unchanged sentence

The Supplemental Term Loan will mature on January 25, 2030 (the “Maturity Date”).

Interest on the Supplemental Term Loan is payable monthly during the initial twelve month period following the First Amendment Effective Date.

Interest on the Supplemental Term Loan was payable monthly during the initial twelve month period following the First Amendment Effective Date.

The Supplemental Term Loan is secured by a lien on substantially all of the assets of the Company and certain of its domestic subsidiaries.

9 unchanged sentences

Pursuant to the First Amendment, advances under the Credit Agreement bear interest at a floating rate per annum equal to SOFR plus 3.00%, subject to a SOFR floor of 0.00%.

The long-term debt on the condensed consolidated balance sheets related to the Term Loan, DDTL, Revolving Line, Supplemental Term Loan, and Second Supplemental Term Loan was $18,372,000 and $18,462,000 as of March 31, 2025 and December 31, 2024, respectively.

The Company capitalized debt issuance costs of $0 and $164,000 as of March 31, 2025 and December 31, 2024, related to the issuance of the Supplemental Term Loan and Second Supplemental Term Loan.

The long-term debt on the condensed consolidated balance sheets related to the Term Loan, DDTL, Revolving Line, Supplemental Term Loan, and Second Supplemental Term Loan was $17,675,000 and $18,462,000 as of June 30, 2025 and December 31, 2024, respectively.

The Company capitalized debt issuance costs of $0 and $164,000 as of June 30, 2025 and December 31, 2024, related to the issuance of the Supplemental Term Loan and Second Supplemental Term Loan.

The Credit Agreement contains customary covenants and representations, including without limitation, a minimum fixed charge coverage ratio of 1.25 and maximum funded debt to EBITDA ratio of 3.0 to 1.0 (tested on a trailing twelve-month basis at the end of each fiscal quarter), an obligation that the Company maintain $5,000,000 of unrestricted cash, reporting obligations, limitations on dispositions, changes in ownership, mergers and acquisitions, indebtedness, encumbrances, distributions, investments, transactions with affiliates and capital expenditures.

The Loan Parties are in compliance with the Credit Agreement covenants as of

March 31, 2025.

The Loan Parties were not in compliance with the maximum funded debt to EBITDA ratio covenant in the Credit Agreement as of

June 30, 2025, but regained compliance on July 1, 2025.

The loan entered into with United States International Development Finance Corporation (“DFC”) in connection with the acquisition of GKCE in June 2020 (the “DFC Loan”) was obtained through the Company’s wholly-owned subsidiary, HoldCo and is guaranteed by GKF.

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The amount outstanding under the second tranche of the DFC Loan is payable in 16 quarterly installments with a fixed interest rate of 7.49%.

The long-term debt on the condensed consolidated balance sheets related to the DFC Loan was $1,642,000 and $1,806,000 as of March 31, 2025 and December 31, 2024, respectively.

The long-term debt on the condensed consolidated balance sheets related to the DFC Loan was $1,478,000 and $1,806,000 as of June 30, 2025 and December 31, 2024, respectively.

1 unchanged sentence

On March 3, 2025, the Company received an additional waiver from DFC for certain covenants as of December 31, 2024 and through December 31, 2025.

HoldCo was in compliance with all debt covenants pursuant to the DFC Loan as amended and waived at March 31, 2025.

HoldCo was in compliance with all debt covenants pursuant to the DFC Loan as amended and waived at June 30, 2025.

In November and December 2024, GKCE obtained two loans with banks locally in Ecuador (the “GKCE Loans”).

The GKCE Loans carry interest rates of 12.60% and 12.78% and are payable in twelve and thirty-six equal monthly installments of principal and interest, respectively.

Total long-term debt on the condensed consolidated balance sheets related to the GKCE Loans was $119,000 and $145,000 as of March 31, 2025 and December 31, 2024, respectively.

Total long-term debt on the condensed consolidated balance sheets related to the GKCE Loans was $93,000 and $145,000 as of June 30, 2025 and December 31, 2024, respectively.

The Company did not capitalize any debt issuance costs related to the GKCE Loans.

1 unchanged sentence

Furthermore, the lenders under the Credit Agreement and the DFC Loan could also exercise their rights to take possession of, and to dispose of, the collateral securing the credit facilities and loans and could take any additional remedies upon default as set forth in each such agreement.

As of March 31, 2025, long-term debt on the condensed consolidated balance sheets was $19,926,000.

As of June 30, 2025, long-term debt on the condensed consolidated balance sheets was $19,094,000.

See Note 3 - Long Term Debt to the condensed consolidated financial statements for additional information.

As of March 31, 2025, the Company had commitments to purchase and install three Leksell Gamma Knife Esprit Systems (“Esprit”) and two Linear Accelerator (“LINAC”) systems.

One of the Esprit upgrades is in the process of being installed at the Company’s facility in Peru.

As of June 30, 2025, the Company had commitments to purchase and install three Leksell Gamma Knife Esprit Systems (“Esprit”) and two Linear Accelerator (“LINAC”) systems.

One of the Esprit upgrades was installed at the Company’s facility in Peru in July 2025.

The remaining Esprit upgrades and one LINAC installation are scheduled to occur around the fourth quarter of 2025 or later at existing customer sites.

The remaining LINAC is reserved for a future customer site.

Total Gamma Knife and LINAC commitments as of March 31, 2025 were $9,618,000.

There are no deposits on the condensed consolidated balance sheets related to these commitments as of March 31, 2025 .

Total Gamma Knife and LINAC commitments as of June 30, 2025 were $8,385,000.

There are no deposits on the condensed consolidated balance sheets related to these commitments as of June 30, 2025 .

It is the Company’s intent to finance substantially all of these commitments.

1 unchanged sentence

However, the Company currently has cash on hand of $11,331,000 and its Revolving Line of $7,000,000 and is actively engaged with financing resources to fund these projects.

The Company borrowed $2,000,000 on the Revolving Line as of March 31, 2025.

The Company borrowed $5,000,000 on the Revolving Line as of June 30, 2025, which was repaid in July 2025.

On September 4, 2022, the Company entered into a Maintenance and Support Agreement with Mevion Medical Systems, Inc.

1 unchanged sentence

The agreement requires the Company to make an annual prepayment of $1,939,000 for the current contractual period (one year).

As of March 31, 2025, half of the prepayment was recorded as a prepaid contract and is being amortized over the one-year service period.

As of March 31, 2025, the Company had commitments to service and maintain its Gamma Knife, LINAC, and PBRT equipment.

The service commitments are carried out via contracts with Mevion, Elekta and Mobius Imaging, LLC.

As of June 30, 2025, half of the prepayment was recorded as a prepaid contract and is being amortized over the one-year service period.

As of June 30, 2025, the Company had commitments to service and maintain its Gamma Knife, LINAC, and PBRT equipment.

The service commitments are carried out via contracts with Mevion, Elekta, Solutech and Mobius Imaging, LLC.

The Company’s commitment to purchase one LINAC system also includes a 5-year agreement to service the equipment, respectively.

Total service commitments as of March 31, 2025 were $12,252,000.

Total service commitments as of June 30, 2025 were $11,928,000.

The Gamma Knife and certain other service contracts are paid monthly, as service is performed.

5 unchanged sentences

The following table summarizes related party activity for the three-month periods ended March 31, 2025 and 2024:

Three Months Ended March 31,

The following table summarizes related party activity for the three and six-month periods ended June 30, 2025 and 2024:

Three Months Ended June 30,

Six Months Ended June 30,

Equipment purchases and de-install costs

1 unchanged sentence

Total related party transactions

The Company also had commitments to purchase and install three Esprit units, two LINACs, and service the related equipment of $14,869,000 as of March 31, 2025.

Related party liabilities on the condensed consolidated balance sheets consist of the following as of March 31, 2025 and December 31, 2024

The Company also had commitments to purchase and install three Esprit units, two LINACs, and service the related equipment of $13,387,000 as of June 30, 2025.

Related party liabilities on the condensed consolidated balance sheets consist of the following as of June 30, 2025 and December 31, 2024

Accounts payable, asset retirement obligation and other accrued liabilities

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements